TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4

4.2 Remuneration of directors and executive officers

 Table 10 of the AMF recommendations – Overview of performance share plans granted by Teleperformance SE The characteristics of the share performance plans are described in sectionb3.2.4.3 of present Registration Document.

b

Planb1

Planb2

Planb3

Planb4

Planb5

Planb6

Date of shareholders’ meeting Date of Board of Directors meeting

05/30/2013 05/30/2013 04/28/2016 04/28/2016 04/28/2016 04/28/2016 07/30/2013 02/25/2014 04/28/2016 11/02/2016 06/23/2017 11/30/2017 07/30/2013 02/25/2014 04/28/2016 11/02/2016 06/23/2017 01/02/2018

Grant date

Total number of share rights granted

840,000

22,500 914,300 151,508

11,600

6,000

Total number of beneficiaries

126

1

239

29

1

1

of which total number granted to executive officers * :

Daniel Julien

- -

- - -

- -

- - -

- - -

- - -

■

Paulo César Salles Vasques (1)

■

Olivier Rigaudy (2)

n/a

n/a

■

Definitive vesting date End of lock-in period Performance criteria **

07/30/2016 02/25/2017 04/28/2019 11/02/2019 06/23/2020 01/02/2021

07/30/2018 02/25/2019

n/a Yes

n/a Yes

n/a Yes

n/a Yes

Yes

Yes

new or existing shares

new or existing shares

new or existing shares 81,300

new or existing shares 11,632

new or existing shares

new or existing shares

Nature of shares granted

Total number of share rights cancelled or lapsed

205,000 22,500 ***

0

0

Number of shares definitively vested

635,000

0

-

-

-

-

11,600

6,000

Number of rights outstanding

-

0 833,000 139,876

* Since 2013, the grants in favor of executive officers have been made under the plans called long-term incentive described hereafter. ** The performance criteria are described in sectionb 3.2.4.3 . *** The Board of Directors, at its meeting held on Februaryb28 th , 2017, noted that the performance criteria for this plan were not met. Therefore, no shares were acquired by the beneficiary at the vesting date. (1) Chief Executive Officer until Octoberb13 th , 2017. (2) Deputy Chief Executive Officer since Octoberb13 th , 2017.

 Information required under table 6 of the AMF recommendations – Overview of long-term incentive plans granted by Teleperformance Group, Inc.

b

Plan a)

Plan b)

Grant date

07/30/2013

04/28/2016

Total number of share rights granted

300,000

350,000

Total number of beneficiaries

2

2

Daniel Julien

150,000 150,000

175,000 175,000

■

Paulo César Salles Vasques *

■

Definitive vesting date End of lock-in period Performance criteria **

08/01/2016 07/30/2018

04/29/2019

n/a Yes

Yes

Valuation of the shares, at the grant date, for each beneficiary, according to the method used for consolidation accounts

€5,050,500 €13,160,000 ***

Total number of share rights cancelled or lapsed

0

70,959

Number of shares definitively vested

300,000

0

Number of rights outstanding

0

279,041

* Chief Executive Officer until Octoberb13 th , 2017. ** The performance criteria are described in sectionb 3.2.4.3 . *** It is reminded that the Group’s policy in terms of performance shares grants (or equivalent mechanisms) provides for a grant every three years.

The valuation of the performance shares was determined according to the method used for the consolidated financial statements as at Decemberb31 st , 2016band taking into account the following elements: This grant is subject to presence and performance criteria (see sectionb 3.2.4.3 ). It is reminded that three criteria showing the best performance level out of the four criteria defined by the Board of Directors will be used to determine the number of shares definitively vested. Furthermore, given that one of the criteria is a market criterion (evolution of the share price compared to the SBF120 index), this criterion was taken into account in calculating the fair value of the performance shares. However, in accordance with the three best criteria rule, there is no guarantee that the market criterion will actually be applied. Accordingly, two fair values have been calculated. In application of the market criterion, the fair value was calculated at €48.51 per share. Excluding the market criterion, the fair value was calculated at €75.20 per share. As of Decemberb31 st , 2016, the fair value retained is €75.20.

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Teleperformance bb - bb Registration documentbb 2017